Bloomia Holdings, Inc.

Bloomia Holdings, Inc._April 3, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

April 3, 2026

Date of Report (Date of Earliest Event Reported)

Bloomia Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

 

001-13471

 

41-1656308

(State or other jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


5000 West 36th Street, Suite 220,
Minneapolis, Minnesota		55416
(Address of Principal Executive Offices)		(Zip Code)

(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TULP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On April 3, 2026, Bloomia Holdings, Inc. (the “Company”) issued a press release announcing the preliminary results of the Company’s previously announced rights offering. The text of the press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description		Method of Filing
99.1		Press Release, dated April 3, 2026		Furnished Electronically

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)		Filed Electronically

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLOOMIA HOLDINGS, INC.

Dated: April 3, 2026	By	/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer

Exhibit 99.1

Contact:

Bloomia Holdings, Inc.

Biz McShane, CFO

(763) 392-6200

FOR IMMEDIATE RELEASE

BLOOMIA HOLDINGS, INC. (TULP) ANNOUNCES PRELIMINARY RESULTS OF RIGHTS OFFERING

MINNEAPOLIS, MN – April 3, 2026 – Bloomia Holdings, Inc. (Nasdaq: TULP) (the “Company”), a specialty agriculture company, today announced the preliminary results of its previously announced rights offering (the “Rights Offering”).

The Rights Offering commenced in February 2026 and expired at 5:00 p.m., Eastern Time, on April 1, 2026 (the “Expiration Date”), following a brief extension to allow additional participation by stockholders.

Pursuant to the Rights Offering, the Company distributed non-transferable subscription rights to stockholders of record as of February 16, 2026. Each eligible stockholder was entitled to subscribe for additional shares of the Company’s common stock in proportion to their existing ownership, with the opportunity to participate in an over-subscription privilege, subject to availability and proration.

Based on preliminary results, Bloomia expects gross proceeds from the Rights Offering to be approximately $12.1 million, of which approximately $5 million was cash and approximately $7.1 million was conversion of outstanding debt, resulting in an aggregate of approximately 3 million shares of the Company’s common stock to be issued to participants in the Rights Offering at a price of $4.05 per share. These proceed amounts are subject to final tabulation and verification of subscriptions. Shares of common stock are expected to be issued to participants in the Rights Offering promptly following the receipt of all subscription payments and the final calculation of subscription amounts.

The Company intends to use the net cash proceeds from the Rights Offering primarily to repay acquisition debt at a greater than 50% discount. The results of the Rights Offering materially reduce the Company’s leverage, lower the Company’s annual interest expense, and position the Company for future growth.

“This rights offering represents an important step in strengthening our capital structure and enhancing long-term stockholder value,” said Dan Philp, Co-Chief Executive Officer of Bloomia Holdings. “We appreciate the strong support from our stockholders and believe the improved balance sheet will enable us to continue investing in growth opportunities across our operations.”

About Bloomia Holdings, Inc.

Bloomia Holdings, Inc. (Nasdaq: TULP) is a specialty ag company focused on making and managing its ag investments in the U.S. and internationally. The Company is the majority owner of Bloomia, one of the largest producers of fresh-cut tulips in the United States. For additional information, contact (763) 392-6200 or visit our website at www.bloomiaholdingco.com. Investor inquiries can be submitted to [email protected].

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release that are not statements of historical or current facts are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements include, but are not limited to, statements regarding expectations, plans, strategies, objectives, future performance, and anticipated events or results. Forward-looking statements are based on management’s current assumptions and expectations and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.